I'll Never Say I'm in Love
by detectivezelda
Summary: AU: Arnold and Helga are best friends, but what happens when one develops feelings for the other?
1. I Miss You

**A/N: This was supposed to be a one shot but will probably be a two or three shot to end things properly. It's just an idea I had floating around in the back of my head. I wanted to try writing a different personality Arnold and this is what I came up with. I'd say he's about 17 here. Anyway, it is here if you wish to read it, if not, it'll still be here anyway. :P Not sure if I'll extend it past two more chapters at the most. I'll leave that up to how I feel about working on three stories at once. Plus, I kind of want to write for a different show as well. I'll see I guess. *shrugs***

***I do not own any Hey Arnold characters! Nor do I claim them.***

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It all went horribly wrong when Arnold punched Stinky in the face at Rhonda's New Years Party. Everyone who was standing around could scarcely believe it. Even the DJ stopped playing songs when the taller boy went crashing into a nearby table, tipping the punch bowl on top of his head.

"Don't chu eva talk about 'er that way," Arnold said, his words partially slurred. His head was pounding, and he was grateful that the music had ceased to add further to it. He shook his hand. A searing pain ebbed through it thanks to his little stunt. It had also felt good to get some pent up frustration out. Unfortunately for Stinky, he picked the wrong day to talk about Helga's breasts.

Stinky stared at his friend wide-eyed, having taken the punch bowl from off of his head. He never would have thought Arnold would seriously punch him over his declaration. To say he was shocked would be putting it nicely. He was so darn confused he began questioning if he were not in fact dreaming.

Arnold stumbled away, gawkers moving to avoid perhaps any remaining anger the blond boy may have had. There was only one moving toward him and she was flaming mad.

"Just what do you think you're doing?" Rhonda hissed at him. "Just look at yourself. You shouldn't even be drinking. Where did you get the alcohol anyway?"

"Top left 'n the cabnet," he told her.

"Geez, you reek," she wrinkled her nose. "Let's get you to a room."

He didn't protest as she led him past all the teens that had pressed themselves together again as the music resumed. He took a glance in the kitchen and noticed that a game of beer pong was being played. There were a few couples busy discovering each other's tongues in the hallways. It all served to make him feel nauseous. Why did he come? He avoided parties if _she_ wasn't going to be there with him. They laughed at things like this, but at this point, laughing was the last thing he wanted to do.

At long last Rhonda led him inside of her bedroom. It was too girly for his tastes. Pink covered the walls and stuffed animals littered her bed and dressers. When he was in _her_ room, what greeted him were walls filled with poetry, photos that she took from time to time, and posters of wrestlers from Wrestle Mania. He smiled at the thought.

"Nobody should bother you here as this room is off limits," Rhonda said. "Sober up. I'll bring you a glass of water in a moment."

He nodded, or did something he thought was a nod. He wasn't too sure. She left shaking her head, but otherwise kept any other comments to herself. He sat down on her bed and bounced on it a few times. It was too firm. It kind of reminded him of the person who used it. Groaning, he fell backwards and thought about the events that led up to his current state.

His girl of the month, Nora, had wanted to take things to the next level, and normally he welcomed that with open arms, but the past few days made him realize something he didn't notice about her before. She was too clingy, and he had made a promise to himself that he wouldn't sleep with another girl like that. He was a firm no strings attached believer. When he had turned her down, she left in a huff of tears. He couldn't care any less even if he wanted to. That alone told him quite a bit.

Rhonda had returned with his water. He took it and began drinking it immediately. "You should tell her how you feel."

"Tell who what?" He asked.

"I'm not playing this game with you Arnold. Your best friend. Tell her that you love her."

"I don't love Helga that way." He said, feeling the growing hangover subside just a little. "Plus, she's with Jason or whatever his name is."

"It's Justin, and yes you do Arnold. It's the reason you just punched Stinky. Any other friend would probably have laughed it off." She stared at him. "Not only that you've been moping ever since you got here. If you're going to act like this just because she decided to spend New Years with her boyfriend, then you obviously like her more than you're letting on."

"It's not just because she's spending New Years with her boyfriend. It's because of what she plans to do with her boyfriend," he said, growing grumpy. "She's too young."

Rhonda raised an eyebrow at him. "You sleep around, a lot I may add, and yet you have the nerve to throw a tantrum about this? Are you serious?"

He shrugged. "I just don't like thinking about another guy touching her that way. It kind of pisses me off."

Rhonda shook her head. "You don't own her. She can do whatever she likes."

He frowned. "I know that. I don't need you reminding me. It's the one reason why I didn't do anything to stop her this time."

"At least you—wait, did you say this time?"

"Don't worry about it." He said quickly. Apparently, he still had to watch his tongue. "Thanks Rhonda, but I think I can walk home and not get myself run over or something."

She wanted to stop him. She didn't trust him not to do something drastic, but at least he wasn't going to drive. Perhaps walking would be good for him. "Very well. Just be safe okay?"

He nodded and left. It was drizzling, but he didn't really mind. It actually felt pretty good. He did his best to stop his thoughts from wandering, but eventually they all went back to Helga. Did he love her? Of course he did. They had been best friends since before he could walk, but the kind of love Rhonda was speaking about was of the romantic variety, and he denied that vehemently. Helga was…Helga. He adored their friendship. It was only when she did the whole dating thing did he would get upset and hard to be around. When she dated, their time together dwindled and he hated that.

Without realizing it he had walked to a familiar house that was not his own. It was dark on the inside, which he figured meant that the Pataki's had went to bed. He debated with himself for a moment before he let himself in with the key they gave him in the sixth grade. He was pretty much like a mosquito by that point and would visit everyday. Helga also had a key to the boarding house.

It was quiet. He was sure his breathing would be considered loud. He walked quietly up to Helga's room. Would she hate him for being in her room without her being there? Maybe, but he'd deal with the consequences later, if she even ever found out.

Her room was just as he remembered. He took in his surroundings and smiled. This was almost like a second home to him. Her parents were like his aunts and uncles at the very least. They welcomed him into their home and his parents were the same with Helga. It also helped that their parents were also friends. It was how they became friends so early on in the first place.

He flopped down on her bed, and grabbed the nearest picture from off of her vanity. It was a picture of both of them, maybe when they were about nine years old. He had done the signature bunny ear fingers behind her head, and she did the same to him. Both had wide honest smiles on their faces. He missed the days when it used to be just the two of them. Before dating became such an interference.

He closed his eyes. His head really did hurt. What was she doing now with Jason? No Justin. He knew he shouldn't think about it too much. All it would do is make him mad, but he couldn't help himself. Was he touching her? Kissing her? He wasn't sure why that in particular would bother him, but it did. He decided to think about something that would make him happy. She would be back sometime in the next few days. He missed her as she been gone for nearly a week. Talking on the phone just wasn't the same, and Jason, no Justin, would tell her to hang up often in a sensual whisper. This was why he hated her dating. He was her friend long before this guy was anything to her. Who did he think he was to tell her whom she could and couldn't talk to?

"I'm driving myself crazy," he said to himself and covered his face with an arm. He held the picture in the other hand close to his chest. "I miss you Helga." Before long the silence, and his hangover, made him tired, and not long after sleep took him into its clutches.

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**A/N: Well, that's part one. Part two should come in the next few days as long as nothing major comes up. Until then feel free to review! Or a favorite, or even a follow. I love them all. x3**


	2. That Escalated Quickly

**A/N: I decided to make this the concluding chapter. Perhaps I'll make it longer and have actual story progression in a long term future, but for now this is it. lol It was fun to write though. (:**

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She entered her house feeling…nothing. She didn't feel devastated, as she was sure she should have felt, but instead she felt an...emptiness. His words rang off in her head. '_Maybe we should take a break. I think in the end it'll be good for us_.' He had placed a hand on her shoulder and smiled. Smiled! He probably thought he was clever to come up with the idea. Helga sighed. Such things would be better thought about after she had some sleep. She still wasn't sure how she felt that her boyfriend of three months decided to end things because she didn't have sex with him, and he reasoned that she didn't want to because she was in love with her best friend. How ludicrous could you get?

She went up to her room, and began to undress, slowly dwelling on recent past events. She debated about taking a shower, but decided to save that for when she awoke. She was just tired. Before she could throw on the white tee and pink shorts she was going to put on however, her bedroom door opened up and in walked Arnold wearing nothing but a towel. Her breath caught.

Her best friend in nothing but a towel…well she had seen it before, but she had never actually enjoyed the view as much as she did then. His hair was droopy, water droplets dripping from his curls, down his neck and then his chest...oh boy. He looked..._good_. Especially since it had been a week since she had last laid eyes on him. She hadn't realized that she was suffering from some sort of withdrawal from him until then. There's no way she would think something like that otherwise.

Her cheeks blazed as he slowly raked his eyes over her body. Going from the skimpy red underwear she wore for Justin last night, up to the matching bra that went with them. His words rang off in her ears right then. '_You love your best friend don't you?'_ She quickly erased the question from her mind.

Arnold swore under his breath. She knew the situation was bad if Arnold was cussing of all things. "Um, hi Helga."

"Shut the door Arnold," she said, ignoring his greeting. She had regained enough movement to cover herself in some way with her shirt. It was sort of a pointless endeavor.

He did as he was told. But stayed in the room with her.

"What are you doing?" She asked, feeling a wave of emotions she was sure she should have felt with Justin run through her body warming her. This was her best friend. She had gotten dressed in front of him on numerous occasions, but it felt different this time. Especially with his eyes boldly staying away from her face. She blamed Justin for the way she was acting. Curse him for saying something so...untrue. Now he had her thinking about Arnold in ways she didn't want to think about him. Ever. "Get out."

"Make me," he said, leaning back against the door and crossing his arms. She scowled. Making him would involve touching him. As far as she was concerned there wasn't enough clothes on them for that. She hated when he chose odd times to act weird.

So she just resumed getting dressed. "Why are you even here anyway? You do know you live in the Sunset Arms boarding house right?"

"Yeah, I know. I just wanted to shower before I returned," now he began to look uncomfortable. "I may have drunk a little bit too much last night, and stumbled my way here one way or other."

"You went to Rhonda's party?" She asked, sitting on her bed now that she was finished dressing. "How was it?"

"The same old crap. It was a terrible waste of time. The only interesting thing was that Eugene somehow found a way to get his head stuck in the ceiling. Not sure if they ever got him down or how Rhonda's going to explain that to her 'rents."

Helga shook her head. "That Eugene. He's definitely a trouble magnet."

"True, but you gotta love him for being consistent."

Helga laughed. "Not sure it's a good thing to be consistent in that regard." Arnold only shrugged.

"Soooo…can I grab my clothes now?"

Helga blinked and realized he was still only in a towel. She blushed slightly. "Whatever floats your boat."

He walked over and grabbed his shirt, jeans, and boxers from off of her bed. She could catch a whiff of alcohol coming from them. She did her best not to gawk at him during his close proximity. She already knew what most other girls probably knew as well by this point: her best friend was hot. Especially when he was still damp from a recent shower. After that he was swoon worthy really.

"Did you have sex tonight?" She pretty much blurted out of nowhere. Arnold looked at her in surprise. She didn't blame him. It was a topic they usually worked around. She knew about his unsavory activities, but she rarely brought it up in conversation. On occasions Arnold would let it slip, but it depended on what they were talking about at the time. Either way it was never as direct as this question was.

"…No…not tonight," he added the last as an after thought. "Why are you asking?"

"I just…I think I'm scared of sex." She finally mumbled out. She knew he was staring at her and she also knew her cheeks were red hot.

"Something happen last night?" He asked, pulling his shirt over his head. If he thought this sort of conversation was weird he didn't let it show. It was almost as if they had talks like this all the time. It made her a little more comfortable to discuss it.

"Pretty much every night I was with him," she finally admitted. "But last night was supposed to be special." She pulled her legs up and circled her arms around them.

"…Is that why you're back already?" He asked, pulling his boxers on underneath his towel.

"Yeah…we sort of broke up."

He turned his head and shot her an incredulous look. "He broke up with you because you didn't want to have sex with him?"

"Something like that," she said. She'd rather him believe that to be the reason overall, than for the other reason Justin had for breaking it off with her.

"He's a bastard." Arnold said, bluntly. He sat down on her bed and began pulling up his jeans. "Lucky dog better be glad I wasn't around. I'd probably add punching scumbags on the list of terrible things I did in the past twenty four hours."

"Like you wouldn't do the same," she couldn't help but add. He gave her a disgusted look.

"If I'm dating someone, I would treat that girl like the princess, no the _queen_, she deserves to be. As it is, I haven't dated anyone seriously since Nadine."

"Yeah, but…"

"No buts," he said, cutting her off. "If a guy breaks up with you because you didn't have sex with him then he wasn't worth your time. If he really loved you he would stick around and cherish all the little moments. Being with you would be the most wonderful thing to ever happen to him."

"You always seem to know what to say," she said, smiling, feeling a little bit better.

"That's been known to happen from time to time," he said, with his own lopsided grin.

"Why haven't you had a girlfriend since like eighth grade? You're not a half bad catch yourself," she said, partially joking. She was seriously curious though.

"I just haven't found the girl who's clicked with me yet," he said, looking thoughtful. Then he turned and studied her with those brilliant green eyes of his. "The positions open if you want it."

She laughed halfheartedly. "I think it's too soon to be boyfriend shopping again."

"Are you sure?" He asked, one of his fingers suddenly drawing a soft line up and down her arm. She found it hard to breathe from the simple action. She scooted over out of his reach, embarrassed with herself for acting silly over his touch.

"I'm sure," she said, glowering. She hated when he flirted with her, it gave her feelings she had yet wanted to come to terms with.

"Oh? I think I could change your mind." He said, scooting over and blowing in her ear. She froze. Then she held up a fist as a threat.

"Could you please not do that?" She asked, trying to ignore the feeling of wanting to rub her ear.

"Do what?" He asked, in a seductive whisper. He leaned over a little more and began to nibble on the nape of her ear. She felt faint. He just crossed an invisible line. She hardly registered as she gripped her sheets allowing him to keep up his current activity.

"Arnold stop," but it was a half moan. She was breathing hard and darn if she didn't want him to do more.

"Okay," he said, but he didn't stop completely. He trailed kisses down to her neck and licked her a little causing her to shiver. One thing she knew, Justin never made her feel this way from simple actions like this. Then reality dawned on her. This was _Arnold_, her best friend.

She shot up and moved quickly across the room. "Boy, it feels hot in here doesn't it? Haha."

Arnold leaned back and supported himself with his hands. He snickered, enjoying her reaction a little more than he knew he should. "Why did you move Helga?"

Why indeed. She enjoyed what he was doing. A lot, but there was a part of her that figured he was just toying with her and her feelings. That was just what he did. Plus, she didn't want whatever the heck he was doing to eventually ruin this friendship she loved so much.

"…I'm going to get a drink of water," she said, leaving her room. She breathed a sigh of relief, being away from him. She was beginning to feel claustrophobic being in a closed room with her best friend of all people. He was the one who made her feel safe and comfortable (usually), but today there had been something more there. That something more terrified her.

As she sipped her water, her mind went back to the fire that erupted through her at Arnold's mere touch not even an hour after she left her ex. What was wrong with her? Did she...care about him as more than a friend? It was an interesting thought for sure. She downed the rest of her water in one go and wiped her mouth. She glanced into the hall that led to the staircase. Why wasn't he leaving yet darn it? She sighed. She couldn't avoid him forever, and since when was she a coward? She could handle a little flirting from her best friend. Like really.

So squaring her shoulders back a little she went back to her room. When she went back in there she was surprised to see that he was now sitting on the floor against her bed, her diary in hand reading it as if he had every right to do so. He glanced up at her and his eyes went half lidded. "Oh, hi Helga. I didn't expect you to return."

"What do you thing you're doing?" She asked in a demanding voice. She rushed over to him and tried to grab the book out of his hands, but he lifted it up at the last second away from her current reach. Since he was on the floor, she stumbled a little from the miss and landed into his lap, her forehead bumping into his. His other arm immediately snaked around her torso and held her close.

"Got you," he whispered. She could feel a blush grow up her entire face, his was just so close, and his eyes were right there and oh they really were that green she loved so much, and…wait, what the heck was she thinking? She began to struggle, but if anything it just made him tighten his hold on her. Since when did he get so strong?

"I think I'm still a little drunk," he said. "Because I can't stop wondering what it would feel like to kiss you until you won't even remember up from down, and I know that's not normal."

"You're insane," she said, but her eyes were now transfixed on his mouth. This was so not good. Not at all. She had stopped struggling against him as she tried to actually think of a way out of the situation she now found herself in. The only thing that she could think of would be to tickle him, but he wasn't even ticklish. She was pretty much trapped.

"Nah, this is nothing. If you don't stop staring at me like you want to make a meal out of me, then you'll see insane."

"I'm doing no such thing," she said, tearing her eyes away from him reluctantly. "I really think you should go now." She was so not liking the direction this was going in. Not even a little bit. Okay, maybe she was enjoying this a little in some dark recess of her mind, but still.

"…I know I should, but I find that I don't want to." He admitted.

"Darn it Arnold," she made sure she stared into his eyes. "Do you even know what you're saying?"

"Yeah, and I don't find it all that bad," he said, lifting one of her hands and kissing her knuckles softly.

"…We're best friends," she said, a little bit breathlessly. She felt like she had just got through with running a marathon. It was a little exhilarating to feel this way.

"Mm, hm." He hummed, through kisses. He began to work his way up her arm.

"I don't want to ruin that," she whispered, unable to make her voice any higher for fear he'd know how much she was enjoying this. He stopped what he was doing and looked into her eyes.

"…I don't want to ruin that either, but…" he sighed. "Helga I was a little jealous while you were gone with Jason."

"Jealous?" She asked, staring at him. She didn't even bother correcting him about getting Justin's name wrong. Jealous would mean having feelings other than of the friend variety, unless…"Because I wasn't here to celebrate New Years with you?"

"…I'll go with that for now," He began to slide his hand up the back of her shirt causing her to shiver. His fingers making soft swirls over her bare skin. "But I think even you know what I really meant."

His lips were back on her. He kissed her collarbone, her neck, her cheeks, her ears, her forehead, marking each area, causing her to feel dizzy. At long last, his lips were in front of her own hovering only inches away. She yearned to feel them against her own. She ached for it more than she had wanted anything else in the world, but he did nothing but just sit there staring at her. It was aggravating.

"Arnold," she said, annoyance in her voice, along with a need she had never felt before in her life.

"Yes?" He asked, his eyes dancing with mischief.

She hesitated. It was one thing to just go along with what he was doing. It was a whole other thing for her to actually ask him to do any of the things he was doing. It changed the whole dynamic entirely. "Nothing."

He chuckled. "You sure?"

"…Yeah."

"Suit yourself," he went back to kissing her in places she never knew she'd enjoy being given such attention. She was beginning to moan and want him more than she ever had. Even his touch against her back wasn't enough anymore. And more than anything she wanted him to kiss her lips. To know what they'd feel like against her own. The little things he was doing to her right then were beginning to drive her crazy.

"Kiss me please," she practically begged out of want and desire. She was tired of wondering, and she was over caring that this might ruin their friendship. Right then all she wanted was for him to kiss her until she forgot herself.

"Your wish is my command," he replied. He brought his head up to her own and softly placed his lips against hers. She moaned immediately from the soft touch, longing for a deeper kiss, for more physical contact. She tangled her fingers in his hair, and licked his bottom lip causing him to be the one to moan this time. Hearing that from him made her bold, she traveled her hands underneath his shirt and began touching every inch of his skin. He wasn't entirely muscle, but he had some, and it felt good to feel him that way.

"Helga," he said against her lips with a voice laced with longing, and she quickly pushed her own against his again, hard, opening her mouth a little so he could explore hers with his tongue. To say that she was growing lost in the moment was an understatement. She loved this. This was unlike any kissing she had did with anyone before. Somewhere along the way he lost his shirt. She wasn't sure if she took it off or if he did it himself, she just liked that the shirt wasn't there anymore. His own hands were slowly traveling over her stomach up to her chest. She whimpered when his cold hand came into contact with one of her breasts once he had moved her bra out of the way. It just felt so...amazing, wonderful, and exhilarating. Other than that she had no other way to express how he was making her feel.

Her hands continued to roam all over him, her nails scratching him a little as she explored all avenues of his torso. He was laying over her now, kissing her deeply, and tangling his tongue with hers. She was beginning to see that getting absentminded happened a lot as they did this. She had no idea when they switched to this position.

"Arnold we have to stop," she whispered against his lips, when they had separated in one of their rare breathers. She was feeling a different type of need grow within her. She was totally sure she wasn't ready for that yet, not until she knew what this was.

He groaned, but pulled back. His hair was messy, and he looked so adorable. She was tempted to pull him back to her, but she held back from that temptation. "I think that was too much." He murmured, opening his eyes. Her own eyes grew wide at his words and she looked stricken. He noticed this and frowned. "I'm talking about…um, well let's just say certain parts of my body may want to take it farther now."

"O-oh." They stared at each other in silence. Blushes covering their faces.

"Soooo, um, was that weird to you?" He asked, avoiding her gaze.

She stared at him. Weird? She wasn't sure when the last time something had felt so right to her. "Er, yes, but only because it was you."

He flinched. "Sorry…"

"…I didn't mean that I didn't like it," this time she was the one looking away from him as he stared at her.

"Would you…want to do it again?" He asked, expectantly.

"I...wouldn't be against it," she was really blushing now. He smiled, and pulled her into him in a hug. She breathed in the smell of him, one she had grown accustomed to over the years, though now it was mixed with the soap she normally used to wash herself with. She pulled back a little and her mouth was immediately tackled by Arnold's. She really did swoon at this point getting lost in the taste of him. She wrapped her arms around his neck and pulled him in a little closer. His arms wrapped around her waist and...

"Hey, Helga, your father and I are about too…" Her door was opened by none other than her mother, who's her eyes widened in surprise from behind her glasses. They broke apart quickly, but apparently not fast enough. A knowing grin appeared on her face. "Hey, B!" She said, shutting the door quickly. "It's finally happened! Wait, until we tell Miles and Stella…" her voice began to die out.

"Okay, now that was awkward." Helga said blushing, feeling embarrassed. Arnold smiled and placed one more kiss on her lips.

"I think we can handle it," he said, moving her so she was straddling his lap.

"Oh yeah?"

"Mm, hm, definitely." He nibbled on her ear again for a second. "Oh, and Helga?"

"Yeah?"

"I love you."

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**A/N: Yeah, yeah corny ending I know, but overall I had fun writing this. (: I didn't have Helga say 'me too' or something or other mainly because she's not sure if she is in love. Please excuse the lovey dovey parts if they don't flow that well. This is my first time writing a scene like this, but practice makes perfect right? I'm sure one day I'll look back on this story myself fondly. ^^ I hope whoever chose to read this enjoyed it, and thanks for taking the time to read it at all. I'll probably catch most of you again with my other stories, so see you all later!**


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